IN RE Vs. BARCLAYS SHARED SERVICES PRIVATE LIMITED

JUDGEMENT

(1.) Heard the Advocate for the Petitioner Companies. No one appears before this Tribunal to oppose the present Company Scheme Petitions seeking sanction to the Scheme of Amalgamation between Barclays Shared Services Private Limited ("Transferor Company") and Barclays Technology Centre India Private Limited ("Transferee Company") (both the Transferee Company and the Transferor Company collectively referred to as the "Petitioner Companies") ("Scheme"), nor has any party controverted the averments made in the Petitions.

(2.) The Advocate appearing for the Petitioner Companies states that the Petitions have been filed to seek sanction to the Scheme, pursuant to the provisions of Sections 230 - 232 and other relevant provisions of the Companies Act, 2013.

(3.) The Transferor Company was incorporated to engage inter alia, in the business of providing Information Technology (IT) and Information Technology enabled services (ITeS) to the Barclays Group and back office data processing operations, and utilities to various affiliate entities and also to carry out transaction processing, web enabled customer care, data digitalization, software development and other IT infrastructure related activities, remote processing centre, receiving, collecting, compiling, retrieving, accumulating and assimilating data, information, statistics and details to its clients. The Transferee Company is primarily engaged in the business of Information Technology (IT) and Information Technology enabled services (ITeS) including development, maintenance and enhancement of software for new technologies and platform and up-gradation or modification of existing software applications and systems to Barclays Group entities worldwide. The software services provided by the Transferee Company cover support for development, maintenance and enhancement of software and up-gradation, modification of existing software based on specific instructions from the Group. The software services are rendered by the Transferee Company to support the internal software related requirements of the Barclays Group and are not for sale to any third party customers. The Learned Advocate for the Petitioner Companies says that the background, circumstances, rationale and benefits of the Scheme are that the Transferee Company and the Transferor Company are both companies that are wholly owned within the Barclays Group of companies the ultimate parent of which is Barclays PLC, which is incorporated and registered in England. Since the Transferor Company and the Transferee Company provide services only to companies within the Barclays Group, the proposed Scheme will allow the Barclays Group to streamline its holding in India, simplify shareholding structure by eliminating cross-holdings and reduce shareholding tiers. Further, the Scheme shall enable both the Transferor Company and the Transferee Company to realise the substantial benefits of greater synergies between their businesses, simplification of management structure, leading to better service delivery and the ability to tap a larger, single employee base for seamless execution, stream-lined administration and a reduction in costs from more focused operational efforts, rationalization, standardisation and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses. The Scheme will also result in reduction of multiplicity of legal and regulatory compliances required at present to be carried out by both the Transferor Company and the Transferee Company. The increased asset base of the Transferee Company would have better financial viability and clearer focus which would be in the interests of all creditors, including the creditors of the Transferor Company. The banks, creditors and financial institutions, if any, of both the Transferor Company and the Transferee Company are not adversely affected by the proposed Amalgamation as their position and security is maintained. The Boards of Directors of the Transferor Company and the Transferee Company, have approved the Scheme by passing their respective board resolutions which are annexed to the Company Scheme Petitions.